Recent Answers to Software Agreement Law Questions

Dolan W.

Answered Nov 1, 2024

Hello! Thanks for coming to contractscounsel.com'. To modify a contract legally, the following requirements must be met: All parties to the contract must agree to the modification. This means that both parties must sign and date the amendment to the contract. The parties to the contract need new consideration -- something of legal value -- to modify a contract. For example, if a party wants more money for something they would need to provide additional performance in exchange. A writing is not required for a modification, but it is recommended. In this case, without offering something additional to the software application developer and without the developer's consent for something like this, then legally speaking, modifications would be invalid. I recommend coming to this site and having us incorporate the suggested modifications. Best of luck! Dolan

Darryl S.

Answered Aug 20, 2024

Certainly you may modify the agreement, however, you must get the other side to agree in writing to the changes. And you should modify elements that you view as unfair or unreasonable.

Thaddeus W.

Answered Sep 8, 2023

Dispute resolution under a software agreement or other contract will typically be governed by the terms of the contract. A well-prepared software agreement will include a specific section or other provision saying exactly how a dispute will be resolved. These can (and often should) be very detailed. Sometimes, different types of disputes will have different dispute mechanisms. For example, a dispute over whether a deliverable was accepted may be subject to one approach, a dispute over payment may be governed by another, and a dispute over a claim of a violation of third-party rights by yet a third. Again, it depends on the terms of the contract. Hopefully, your contract includes a clear and specific provision for dispute resolution. If not, then you would default to trying to work it out. If that is not realistic, if the parties are willing to try mediation, that is often far more preferable to a lawsuit, both because it is usually far less expensive, and because it is not public. But, mediation is voluntary and, if the parties don't come to an agreement with the assistance of the neutral mediator, there is nothing from the mediation that can be enforced. That leaves the parties with a lawsuit or, if the parties agree (or if the contract provides for it) arbitration might be used instead of a lawsuit. Arbitration is often (but not always) less expensive. But, it will be confidential, whereas a lawsuit is a public matter. My dispute resolution provisions often include a stepped approach. Before a party is entitled to sue or initiate arbitration, they have to try to work it out between themselves for a specified period of time. Failing that, often I provide that mediation must be the next step. Only after that, if resolution by mediation fails, is arbitration or a lawsuit permitted. A good dispute resolution provision should include a number of other provisions, including: governing law, location of the proceeding (venue), forum (e.g., federal or state court, or AAA or JAMS as the arbitrator), number of arbitrators if applicable, rules of evidence and other rules in an arbitration if applicable, waiver of procedural defenses to venue and forum, a "loser pays" provision (or not), possibly a cap on "damages" (money the loser must pay), a contract-based statute of limitations, a finality provision (no appeals allowed), how and where an award under arbitration can be enforced ... among other considerations. Also, in many cases you will want a carefully prepared "equitable remedies" provision that is separate from any other dispute resolution provisions. This would allow a party to go to a court to ask the court not for money, but for force the other party to do or not do something. This often covers things like confidentiality, non-disparagement, indemnification, misuse by one party of property owned by the other, or other situations where payment of money is not applicable or won't be enough. Finally, these days, it is not a bad idea to include a specific provision allowing remote proceedings during any time and place where governing authorities have declared a health emergency related to a contagion ... or even just where an in-person proceeding can fairly be substituted with technology like Zoom to help keep costs down and otherwise for general convenience of the parties and "judicial economy."

Diane D.

Answered Aug 22, 2023

Your requests involve more than an answer on a question and answer forum. I suggest you engage a business attorney to help you with this endeavor. I can help you if you contact me through this site.

Nicholas M.

Answered Aug 1, 2023

There are no universal software agreements, and the answer to your specific question will lie within the terms of the agreement. However, if I were writing a software agreement for a company, I would prohibit all customization and modification of software by end users, without a specific developer license agreement and the right to incorporate the changes into my final product, with our without compensation. As they say, your mileage may vary.

Daniel D.

Answered Jul 18, 2023

The first step to resolving a dispute is to look at what the software agreement says. The agreement may have terms or conditions in there that discuss what happens when there is a dispute. Without seeing the agreement it is difficult to say what you could do to best protect your rights and resolve the dispute.